Representative Biofuels Transactions

Following is a list of representative transactions completed by the Baker & McKenzie biofuels practice team.

Asia Pacific

• Represented Biodiesel Producers Limited in connection with the development, construction and financing of a biodiesel production facility in Victoria, Australia, and an initial public offering.
• Representing Primary Energy in connection with the development of an ethanol production facility in New South Wales, Australia.
• Represented Primary Energy in connection with the development of an ethanol production facility in West Australia, including electricity offtake arrangements.
• Represented the Singapore office of a leading international bank in connection with the project financing of an ethanol plant in Indonesia.

Europe

• Representing Abengoa Bioenergia in connection with the development, financing and construction of a 480 million liter-per-year ethanol plant in the Port of Rotterdam.
• Representing a Spanish consortium in connection with the development, financing and construction of a biodiesel plant in Terneuzen, The Netherlands.
• Represented an industrial client in the sale of a biodiesel production facility in Germany.
• Representing various operators of biodiesel production facilities in the granting of new authorizations (exoneration of taxes) for biodiesel capacities, and also with respect to environmental and zoning law matters.
• Represented Abengoa Bioenergia in connection with the development, financing and operation of a corn-based plant in Southern France for the production of ethanol.

Latin America

• Represented Comanche Clean Energy Corporation in connection with its private placement of approximately $148 million in Senior Secured 12.5% Notes, Shares and Warrants, which included the exchange by existing holders of convertible and bridge notes for securities offered in this private placement. Comanche is a vertically integrated producer of renewable fuels for Brazilian use and export, which operates two ethanol facilities in the state of Sao Paulo and a biodiesel facility in the state of Bahia.
• Represented Ranch Capital, a San Diego-based private equity fund, in a $100 million investment in a Brazilian ethanol conglomerate listed on the AIM exchange with a market cap of $1 billion. Representation included structuring of related strategic joint venture in Brazil.
• Representing Petrobras on numerous biofuels-related transactions, including new production facilities and international joint ventures.
• Representation of numerous US-based and Brazilian companies in connection with ethanol and biodiesel production facilities in Brazil, including related foreign investment and import/export issues.

North America

• Represented TD Bank and WestLB, as joint lead arrangers, in connection with the $205 million multi-tranche, senior debt financing of Bioenergy International’s 100 million gallon-per-year corn ethanol biorefinery in Clearfield, Pennsylvania. The project benefits from a unique offtake contract with Getty Petroleum, $65 million of tax-exempt bonds and subordinated debt and other support from the Commonwealth of Pennsylvania.
• Represented Nova Biosource Fuels, Inc (AMEX: NBF) in connection with the $41 million senior debt financing of its 60 million gallon-per-year biodiesel refinery in Seneca, Illinois. The financing was arranged by WestLB. Also represented Nova on corporate finance, intellectual property and project development matters, including two PIPEs, a reverse merger into a public shell and SEC reporting.
• Represented First United Ethanol LLC in connection with the $115 million senior debt financing of its 100 million gallon-per-year ethanol production facility in Camilla, Georgia. The financing was arranged by WestLB.
• Represented Société Générale as arranger of approximately $101 million of senior construction, term and working capital financing for the 100 million gallon-per-year biodiesel production facility being developed in Grays Harbor, Washington, by Imperium Renewables.
• Represented Société Générale as arranger of approximately $150 million of senior construction and term financing for the 100 million gallon-per-year, biomass-fueled ethanol production facility being developed in Hereford, Texas, by Panda Ethanol. Named 2006 “Deal of the Year” by Project Finance Magazine.
• Represented Jefferies & Company as the arranger of approximately $44 million in equity for the Northeast Biofuels project, a 100 million gallon-per-year ethanol production facility in upstate New York.
• Represented, as project counsel, Goldman Sachs & Co. as arranger of approximately $225 million of senior construction and term loans, revolving credit facilities and synthetic letters of credit in support of a crush margin hedging arrangement for the Northeast Biofuels project described above.
• Represented TD Bank as arranger of approximately $35 million of senior construction and term financing to Pacific Ethanol, Inc., for its first ethanol production facility, a 35 million gallon-per-year facility in Madera, California.
• Represented TD Bank as the provider of acquisition finance to a unit of Babcock & Brown for the acquisition of the Denco ethanol production facility and related businesses in Minnesota.
• Represented TD Bank in connection with the $40 million financing of Hawkeye Renewables’ 60 million gallon-per-year ethanol production facility in Iowa Falls, Iowa, and subsequent expansion and refinancing transactions.
• Represented New Energy Capital Corp. in connection with its co-lead investment (with The Andersons, Inc.) in a 100 million gallon-per-year greenfield ethanol production facility in Clymers, Indiana.
• Represented New Energy Capital Corp. in connection with its acquisition of a majority equity interest in a 60 million gallon-per-year ethanol production facility in Rensselaer, Indiana and its subsequent sale to a unit of Babcock & Brown.
• Represented a hedge fund in connection with an approximately $40 million mezzanine debt investment in the 113 million gallon-per-year Cascade ethanol production facility in Oregon.